EFQM AssessBase

1. SCOPE OF THE LICENSE

• The Customer is granted a non-exclusive, non-transferable, non-sublicensable and revocable License to use the AssessBase (as agreed) subject to (i) the restrictions and terms set forth in these Terms & Conditions and (ii) the restrictions pursuant to the mandatory law of the country of its place of business.
• In case of an AssessBase License, each license allows the Customer to use the AssessBase for a single business site or department, for internal or external assessments. Each AssessBase License automatically grants the Customer access to the following three ‘basic’ AssessBase Tools related to the EFQM Model:
  • Questionnaire – a set of questions per criteria of the EFQM Model to conduct a first assessment;
  • Business Matrix – an assessment against the criteria of the EFQM Model and scoring based on the RADAR elements; and
  • Business Matrix Advanced – a complete assessment against all criterion-parts of the EFQM Model and scoring on the full RADAR.

If the Customer has however chosen to also have access to the Additional Lens Diagnostic Tools, this License Agreement will relate only to the Additional Lens Diagnostic Tools available on the chosen specific topic(s) selected by the Customer in the License Agreement. Each Additional Lens Diagnostic Tool can be used for a single business site or department, for internal or external assessments.

2. LIMITATIONS

The License granted herein is subject to the following limitations:

• ASSESSBASE OWNERSHIP. This is a license agreement and not a sale. All features of the AssessBase and the trademarks and content featured or displayed herein, including but not limited to logos, icons, text, graphics, photographs, images, moving images, videos, sound, illustrations, code (“Content”) are owned and remain owned by EFQM or its affiliates and licensors, and are protected by applicable copyright laws and international copyright treaties, as well as other intellectual property laws, treaties and trade secret laws.
• EFQM CONTENT. You may not (i) modify, translate, reproduce, copy, download, or otherwise save any Content made available through the AssessBase, (ii) use any Content from the AssessBase for any commercial purpose in connection with products or services that are not those of EFQM, or (iii) use Content of the AssessBase as the basis for derivate works.
• KEEP NOTICES. You may not remove, modify or alter any EFQM copyright or trademark notice from any part of the AssessBase or their Content, including but not limited to any such notices contained in the physical or electronic media or documentation, in any of the runtime resources, or in any web presences or web-enabled notices, code, or other embodiments originally contained in or dynamically or otherwise created by the AssessBase.
• NO REVERSE ENGENEERING, DECOMPILATION AND ASSEMBLY. You may not modify, reverse engineer, decompile, or disassemble the AssessBase, except and only to the extent that such activity is expressly permitted by applicable law and as required to obtain interoperability with other independently created software, or as may be otherwise specified by law. Notwithstanding the preceding sentence, the AssessBase are licensed as single products. Their components or parts may not be separated for use by any other means.
• NO ASSIGNMENT OR TRANSFERS. You shall not sublicense, sell, lease, rent, assign or otherwise transfer the rights granted herein without the prior written consent of EFQM.
• NO UNLAWFUL OR PROHIBITED USE. You may not use the AssessBase (i) for any purpose that is unlawful or prohibited by this License Agreement or (ii) in any manner which could damage, disable, overburden, or impair it or interfere with any other party’s use and enjoyment hereof. You may also not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the AssessBase.

3. REGISTRATION OF USERS AND ACCESS RIGHTS

• All users are required to register on the AssessBase (as applicable), creating their own profile. EFQM will validate the new user and assign the registered user to the correct category to ensure access to the AssessBase (as applicable) (“Registered User”).
• Initial access to the on-line system of the AssessBase (as applicable) will be granted by EFQM on the starting date mentioned on the cover page.
• Access to the AssessBase is based on a hierarchical model:
  • The Customer will be granted an access as Company Admin. As “Company Admin”, the Customer will manage the access rights granted to its Contributors and Assessors. All assessment content (including the management and feedback report) are visible by the Company Admin at all time for the duration of this License Agreement
  • “Contributors” are Registered Users working for the Customer. They are the individuals who will enter the data and information on the organization in the diagnostic tools
  • “Assessors” are Registered Users, working for the Customer in case of internal assessment or external to the Customer organization in case of external assessment. These are the individuals who will assess, using their own evaluation system, the Customer.
• Access rights could, at EFQM’s sole discretion, be suspended with written notice to the Customer in the event of (i) late payment or (ii) any other breach by the Customer of the License Agreement or by the Registered User(s) of the End-user license agreement, if such breach is not remedied within ten (10) calendar days after written notice. Such suspension will continue until full payment of the outstanding amount is made or the breach cured. In case of serious infringements of this License Agreement or of the End-user license agreement, access may even be immediately suspended, without prior notice, insofar as this is required to safeguard the security and integrity of the online platform, the rights and freedoms of others, or the confidential information or intellectual property rights of EFQM.
• The Customer also agrees and commits to providing each Registered User in the AssessBase with a copy of the Privacy Statement of EFQM included in Annex 3 to the License Agreement, and the End-user license agreement, attached as Annex 2 to the License Agreement, and shall warrant that each Registered User designated by it shall comply herewith.

4. UNAUTHORISED USE AND COMPLIANCE

• The Customer shall take all necessary and reasonable efforts to prevent the use of the AssessBase by any person other than the Registered User(s), including employees, agents or other persons under direction or control of the Customer who are not a Registered User.
• The Customer shall use all reasonable efforts to see that employees, agents, or other persons under direction or control of the Customer who have access to the AssessBase abide by the terms and conditions of the License Agreement, and in particular the terms of the End-user license agreement.
• The Customer agrees to notify EFQM immediately in writing of any unauthorized use.

5. ASSESSBASE – SOFTWARE-AS-A-SERVICE

When the Customer uses the AssessBase, EFQM will deliver certain services to it through this platform, including but not limited to interpretation of data and information and drafting reports (“Services”). The following provisions apply to these Services:

• AVAILABILITY. EFQM endeavors and will use all necessary and reasonable efforts to ensure that the AssessBase is available to the Customer 80% of the time per month (calculated from midnight on the first day of the month to midnight on the last day of the month). This is a best efforts obligation and thus not an obligation of result. Parties confirm that EFQM cannot be held liable for the unavailability of the AssessBase due to (i) Force Majeure (as defined below), (ii) circumstances attributable to third parties, and (iii) scheduled maintenance (including updates and modifications) of the AssessBase. Unavailability of the AssessBase as a result of these circumstances is not included in the above-mentioned availability rate. EFQM will notify the Customer at least 24 hours in advance of any scheduled maintenance (including updates and modifications) of the AssessBase.
• SUPPORT. Customers can contact EFQM’s support desk (“Support Desk”) for technical support regarding the AssessBase by e-mail (assessbase@efqm.org) or via the AssessBase platform. The Support Desk is available on working days (excluding Bank and Public Holidays) from 9:00 AM through 17:00 PM CET.
• UPDATES. EFQM may execute updates and/or changes to the AssessBase on its own initiative. These updates and/or changes will be carried out automatically, without the Customer’s consent, so that the Customer can always enjoy the latest version. No costs will be charged for updates and/or changes made by EFQM on its own initiative. Updates and/or changes made are deemed to be part of the AssessBase and are subject to these Terms & Conditions. Updates and/or changes may affect the operation and availability of the AssessBase. EFQM will use its reasonable efforts to minimize this impact.
• DATA. Data provided by the Customer to the AssessBase (“Data”) remain the property of the Customer. The Customer grants EFQM the right to use these Data in order to provide the Services and to be able to fulfill its obligations under the License Agreement. The Customer warrants that it owns or has all rights to use the Data and that the Data is free of errors, computer viruses, bugs or other flaws that could harm the AssessBase. This being said, the Parties expressly acknowledge that all intellectual property rights vested in the software (source code and object code), the algorithms and the calculations used in the AssessBase, as well as in the lay-out and formatting of the AssessBase, are and will remain the exclusive property of EFQM.
• PERSONAL DATA. The Customer is and remains the owner and data controller of all personal information inserted into the AssessBase by Registered Users. EFQM is a data processor processing this personal information on behalf of the Customer, as further detailed in the Data Processing Agreement included in Annex 4 to the License Agreement.
• ASSESSMENT EXTRACTS. EFQM has a complete oversight of all assessments run on the platform. Extracts from any assessments and scores may be used anonymously and with prior agreement from the Customer to generate content (e.g. insight, success story, data analytics, …).

6. INVOICING AND PAYMENT

• In the event of renewal of the License Agreement, the invoice will automatically be generated and sent to the Customer. If payment for the following year is not received from the Customer within the due date, access to the AssessBase will be discontinued until EFQM has received payment in full.
• Invoices shall be paid in full, without any set-off or deduction whatsoever, no later than 30 days after the date of invoicing.
• Notwithstanding other rights or remedies EFQM may have, if any payment is not made on the due date, the Customer shall pay an interest on the overdue amount for the time being outstanding, calculated at the interest in accordance with article 5 of the Law of 2 August 2002 on combating late payment between enterprises, as well as a lump sum of 10% of the unpaid amount.

7. RETURNS POLICY

• The Customer may advise EFQM within 7 days from the date of the initial access to the online system that it wishes to cancel (part of) the purchase of the AssessBase licenses.
• EFQM reserves the right to charge the Customer an administrative cost of 10% of the fees of the licenses that are being canceled. Any other payment already received will be returned to the Customer within 30 days of cancellation.

8. LIMITATIONS OF WARRANTY

• EFQM will make best efforts to minimize breaks of service to the online access to the AssessBase. However, breaks of service may be necessary for maintenance and due to unforeseen circumstances.
• EFQM does not guarantee that the components of the AssessBase are fit for a particular purpose, nor that compliance with the practices described will necessarily lead to a specific result or result that is error-free. Bugs and errors may occur, and both the AssessBase are made available to the customer on an “as is” basis.

9. TERMINATION

• The License Agreement will automatically renew for subsequent 1-year periods upon expiry of the initial 1-year term and any subsequent 1-year terms, unless (i) EFQM informs the Customer in writing no later than 2 months before the expiry of the then current term/renewal date that it no longer wishes to continue the License, or (ii) the Customer cancels its License by sending a written notice to EFQM no later than 2 months before the expiry of the then current term/renewal date.
• Any serious failure by either Party to comply with the terms and conditions of this License agreement may result in the immediate termination of this License by the non-breaching Party, without prior court intervention, if such breach is capable of being cured and has not been cured within ten (10) calendar days after written notice to the breaching party. EFQM may also terminate the License with immediate effect and without prior court intervention in case of a serious breach by a Registered User of the Customer of the End-user license agreement. In such event, the Customer will not be entitled to a refund nor any compensation.

10. FORCE MAJEURE

• EFQM is not obliged to fulfil its obligations under the License Agreement in the event of Force Majeure. Force Majeure concerns any event, occurrence or cause beyond EFQM’s reasonable control, including but not limited to sector strikes, lockouts, riots, acts of war, earthquakes, floods, fire and explosions, governmental acts, telecom or internet breakdowns, bugs in third party software.

11. LIABILITY

• EFQM is only liable for direct damages resulting from attributable major or repeated minor (non-) contractual breaches caused in the performance of its obligations under the License Agreement.
• Except in the event of fraud or willful misconduct in respect of EFQM, EFQM will not be liable for (i) any indirect damage, including but not limited to lost profits, lost savings, reduced goodwill, damage cause by interruption of business operations, lost or damaged data or computer failure, or (ii) any damage resulting from error, inaccuracies or omissions in the Content or results of the the AssessBase, (iii) any damage resulting from any breach of the Customer’s obligations under this License Agreement or (iv) any damage resulting from Force Majeure.
• In any case, EFQM’s liability is limited to the fee paid for the License in the twelve months preceding the relevant claim.
• The Customer agrees to indemnify, defend and hold harmless EFQM, its affiliates, agents, representatives, and employees from any and all third party demands, claims and actions arising from or related to the Customer’s use of the AssessBase.

12. LINKS TO THIRD PARTY SITES

• The AssessBase may contain links to other web sites (“linked sites“). The linked sites are not under the control of EFQM and EFQM is not responsible for the contents of any linked site, including without limitation any link contained in a linked site, or any changes or updates to a linked site.
• EFQM is not responsible for webcasting or any other form of transmission received from any linked site.
• EFQM is providing these links to the Customer only as a convenience, and the inclusion of any link does not imply endorsement by EFQM of the site or any association with its operators.

13. MISCELLANEOUS

• Severability. If one or more provisions of these Terms and Conditions are void or voidable, this will not affect the rest of these Terms and Conditions or the License Agreement. Any void or unenforceable provision or part of such provision shall be automatically replaced by a valid and enforceable provision that is as close as possible to the initial provision and intention of the parties.
• No waiver of rights. Any failure or delay by EFQM in exercising any right or option enforcing any obligation or requiring performance, shall not be construed as a waiver of that right or option.
• Assignment. EFQM may assign this License Agreement to one of its affiliates without prior written permission of the other Party.
• Governing law and jurisdiction. These terms and conditions shall be exclusively governed and construed in accordance with the laws of Belgium, excluding its conflict of law provisions. The parties also agree to submit all disputes arising from the License Agreement to the exclusive jurisdiction of the courts of Brussels, Belgium.
• Modification of these terms. EFQM reserves the right to change the terms, conditions, and notices under which the AssessBase are provided including but not limited to the charges associated with the use of the AssessBase.

End-user license agreement

This EFQM End-User License Agreement (“EULA“) is a legal agreement between you, as the registered representative on behalf of a single entity (“End-User-Licensee” or “you”, “your”), and Private Foundation EFQM (“EFQM” or “we”) for the use of the AssessBase (in accordance with the main license agreements), which may include associated media, printed materials, and online or electronic documentation (“ASSESSBASE“). By accessing or using the ASSESSBASE, you acknowledge that you have read this EULA and agree to be bound by its terms. If you do not agree to the terms of this EULA, do not access or use (one of) the ASSESSBASE.

Unless otherwise agreed to in a separate written agreement between you and EFQM, your rights to use the ASSESSBASE are specified in this EULA and EFQM retains all rights not expressly granted to you in this EULA.

GRANT OF LICENSE

Subject to the provisions contained herein, EFQM hereby grants you a non-exclusive, non-transferable, non-sublicensable revocable license as follows:

• You may use ASSESSBASE and any upgrades, modified versions, updates and additions thereto on a single computer for a limited time.

LIMITATIONS

The license granted herein is subject to the following limitations:

• ASSESSBASE OWNERSHIP. This is a license agreement and not a sale. All features of the ASSESSBASE and the trademarks and content featured or displayed in the ASSESSBASE, including but not limited to text, articles, logos, icons, text, graphics, photographs, images, moving images, videos, sound, illustrations, code (“Content”) are owned and remain owned by EFQM or its affiliates or licensors and are protected by applicable copyright laws and international copyright treaties, as well as other intellectual property laws, treaties and trade secret laws.
• EFQM CONTENT. You may not (i) modify, translate, reproduce, copy, download, or otherwise save any Content made available through the ASSESSBASE, (ii) use any Content of the ASSESSBASE for any commercial purpose in connection with products or services that are not those of EFQM or (iii) use such Content as the basis for derivate works.
• END-USER-LICENSEE CONTENT. You will not upload, post, reproduce, distribute or otherwise transmit to the ASSESSBASE (i) any information or other material protected by copyright or any other intellectual property right without prior permission of the owner of such rights, (ii) advertising or promotional materials or (iii) any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment.
• KEEP NOTICES. You may not remove, modify or alter any EFQM copyright or trademark notice from any part of the ASSESSBASE or its Content, including but not limited to any such notices contained in the physical or electronic media or documentation, in any of the runtime resources, or in any web presences or web-enabled notices, code, or other embodiments originally contained in or dynamically or otherwise created by the ASSESSBASE.
• NO SHARED OR CONCURRENT USE. You may not share (your user account details for) the ASSESSBASE or otherwise make the ASSESSBASE available to other parties, nor use the ASSESSBASE concurrently on more than one computer. You will keep your user account data (in particular your password) strictly confidential and you will take all necessary measures to maintain confidentiality thereof. You agree to notify EFQM immediately in writing of any unauthorised use. You may not install the ASSESSBASE on a server or otherwise host the ASSESSBASE on the Internet or any intranet or extranet in a manner that would enable multiple users to access a single copy of the ASSESSBASE, regardless of whether such access is performed concurrently or consecutively.
• NO REVERSE ENGENEERING, DECOMPILATION AND ASSEMBLY. You may not modify, reverse engineer, decompile, or disassemble the ASSESSBASE, except and only to the extent that such activity is expressly permitted by applicable law and as required to obtain interoperability with other independently created software, or as may be otherwise specified by law. Notwithstanding the preceding sentence, the ASSESSBASE is licensed as a single product. Its component parts may not be separated for use on other computers.
• NO ASSIGNMENT OR TRANSFERS. You shall not sublicense, sell, lease, rent, assign or otherwise transfer the rights granted herein without the prior written consent of EFQM.
• NO UNLAWFUL OR PROHIBITED USE. You may not use the ASSESSBASE (i) for any purpose that is unlawful or prohibited by this EULA or (ii) use the ASSESSBASE in any manner which could damage, disable, overburden, or impair the ASSESSBASE or interfere with any other party’s use and enjoyment of the ASSESSBASE. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the ASSESSBASE.

NO OTHER LICENSES

Other than the uses expressly permitted in this EULA, there is no license granted in this EULA under any patent, copyright, trade secret or other intellectual property rights, either expressly, by implication or under any other theory of law or equity.

TERMINATION

Without prejudice to any of EFQM’s other rights, EFQM may without prior notice suspend your access to the ASSESSBASE or immediately terminate this EULA if you fail to comply with the terms and conditions of this EULA and/or applicable law. In such event, you agree to destroy all copies of the (Content of the) ASSESSBASE and all of its component parts.

FORCE MAJEURE

EFQM is not obliged to fulfil its obligations under this EULA in the event of Force Majeure. Force Majeure concerns any event, occurrence or cause beyond EFQM’s reasonable control, including but not limited to sector strikes, lockouts, riots, acts of war, earthquakes, floods, fire and explosions, governmental acts, telecom or internet breakdowns, bugs in third party software.

LIMITATION OF LIABILITY

• The ASSESSBASE are made available “as is”. Despite the continuous efforts of EFQM, mistakes or irregularities may appear and the ASSESSBASE will be subject to maintenance / correction of errors from time to time. Continuous access to the ASSESSBASE cannot be guaranteed. If any part of the ASSESSBASE would contain such errors, or if any information would be unavailable due to mistakes or technical errors, you should immediately inform EFQM hereof and EFQM will make best efforts to correct these errors or irregularities as soon as possible.
• Except in the event of fraud or willful misconduct in respect of EFQM, EFQM will not be liable for (i) any indirect damage, including but not limited to lost profits, lost savings, reduced goodwill, damage cause by interruption of business operations, lost or damaged data or computer failure (ii) any damage resulting from error, inaccuracies or omissions in the Content or results obtained by use of the ASSESSBASE (iii) any damage resulting from any breach of your obligations under this EULA or (iv) any damage resulting from Force Majeure.
• In any case, EFQM’s entire liability under any provision of this EULA shall be limited in any single event or in the aggregate to the annual AssessBase Fee (as applicable). End-User-Licensee accepts the terms and conditions of this EULA with the understanding that EFQM’s liability is limited.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless EFQM, its affiliates, agents, representatives, and employees from any and all third party demands, claims and actions arising from or related to your use of the ASSESSBASE.

LINKS TO THIRD PARTY SITES

• The ASSESSBASE may contain links to other web sites (“linked sites”). The linked sites are not under the control of EFQM and EFQM is not responsible for the contents of any linked site, including without limitation any link contained in a linked site, or any changes or updates to a linked site.
• EFQM is not responsible for webcasting or any other form of transmission received from any linked site.
• EFQM is providing these links to the you only as a convenience, and the inclusion of any link does not imply endorsement by EFQM of the site or any association with its operators.

PRIVACY

• By creating your user account, you acknowledge and agree that EFQM will collect and process certain personal data (such as your name, contact details and other profile information) relating to you.
• By accepting these policies at the moment of your registration with the ASSESSBASE, you acknowledge being informed of these policies and having agreed with the content hereof.

MISCELLANEOUS

• ENTIRE AGREEMENT. This EULA constitutes the entire agreement between you and EFQM governing your use of the ASSESSBASE.
• AMENDMENTS. EFQM reserves the right to amend this EULA from time to time. These changes will be clearly announced on the ASSESSBASE for a reasonable period before and after they will enter into force. You will also be informed hereof personally via e-mail. When you continue to use the ASSESSBASE (or any part of it) after such amendment has taken place, you are deemed to have agreed to the terms of the amended EULA.
• AUDIT. EFQM reserves the right to conduct audits to verify End-User-Licensee’s compliance with this EULA.
• ASSIGNMENT. EFQM may assign this EULA to one of its affiliates without your prior written permission.
• SEVERABILITY. If one or more provisions of these Terms and Conditions are void or voidable, this will not affect the rest of the terms and conditions of this EULA. Any void or unenforceable provision or part of such provision shall be automatically replaced by a valid and enforceable provision that is as close as possible to the initial provision and intention of the parties.
• NO WAIVER OF RIGHTS. Any failure or delay by EFQM in exercising any right or option enforcing any obligation or requiring performance, shall not be construed as a waiver of that right or option.
• GOVERNING LAW AND JURISDICTION. These terms and conditions shall be exclusively governed and construed in accordance with the laws of Belgium, excluding its conflict of law provisions. The parties agree to submit all disputes arising from this EULA to the exclusive jurisdiction of the courts of Brussels.

CONTACT

• In case of any questions, problems or complaints relating to the content or use of the ASSESSBASE, you can contact EFQM directly by regular mail to Avenue des Olympiades 2, 1140 Brussels, Belgium, or by sending an e-mail to assessbase@efqm.org.